Waste Management Temporary Use of Maintenance Bay

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AGREEMENT
BETWEEN
TOWN OF WICKENBURG
AND
WASTE MANAGEMENT OF ARIZONA, INC.
FOR 
USE OF TOWN’S MAINTENANCE SHOP BAY
Contract #25-50
THIS Agreement is entered into between the Town of Wickenburg, Arizona, a municipal
corporation, hereinafter referred to as the “Town” and Waste Management of Arizona, Inc., a
California corporation, hereinafter referred to as the “Contractor.”
Section 1
GRANT PERMISSION AND TERM. In consideration of Contractor providing
the Town additional services under Contract #25-26 (“Town’s Waste Management Contract”) of
up to $1,000 per month each fiscal year during the term of this Agreement, Town hereby gives
permission to the Contractor to enter the Premises described in this Agreement, all on the terms
and conditions herein set forth, which Contractor promises to comply with and abide by. The
additional services may include sanitation services at Town facilities.
The Term of this Agreement shall commence on November 28, 2025 and shall terminate
upon the termination of the Town’s Waste Management Contract, provided however, Contractor
can terminate this Agreement sooner upon providing at least 60 days written notice to Town. This
Agreement shall be renewed upon renewal of the Town’s Waste Management Contract and shall
terminate upon the termination of the Town’s Waste Management Contract, unless otherwise
agreed to by the Parties in writing or if this Agreement is terminated for cause as provided herein.
Section 2
DESCRIPTION OF PREMISES. Town agrees to allow Contractor to use the
following Premises during the Term of this Agreement only for maintenance and parking
(including overnight parking) of Contractor’s waste collection vehicles, storage of parts, tools and
supplies and any performing other maintenance incidental to the Services performed for Town
under the Town’s Waste Management Contract. The Premises are defined as: One (1) bay at
Wickenburg Maintenance Shop, located at 500 Coney Orosco Dr, Wickenburg, AZ 85390 (the
“Premises”), such dedicated bay shall be for the exclusive use of Contractor, and outside parking
for up to 5 waste collection vehicles. The Town agrees that, except in emergency circumstances
(access for which shall not be unreasonably withheld), Town agrees that Contractor shall have
access to the Premises during normal business hours (4:30 am – 6:00 pm, Monday – Friday
(including Fridays when Town offices are closed to the public).
Section 3
DAMAGES; USE FEES. The Contractor shall pay the Town for this use only in
additional services as described in this Agreement. In addition, the Contractor shall pay for any
utility hookup used and return the Premises to conditions as found prior to use, reasonable wear
and tear accepted.
The Parties affirm that the Town has made no representations to Contractor regarding the
condition of the Premises or fitness for any particular use. It is Contractor’s responsibility to
ensure that the Premises is suitable for its intended use.  By taking possession, Contractor accepts

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the Premises as being in good, sanitary order, condition, and repair, and suitable for its intended
use.
Contractor shall, at its cost, keep the Premises in good condition during the Agreement
and repair damages to the Premises caused by Contractor or its guests, invitees or licensees and
all other persons whatsoever who enter the Premises during the Agreement. Normal wear and tear
related to the appropriate use of the Premises is accepted from the provisions of this paragraph.
Notwithstanding the foregoing, Town shall be responsible for keeping in good condition (i) all
structural portions of the Premises, including the foundation, roof and walls; (ii) gutters and
downspouts; (iii) any plumbing and electrical lines, the heating, ventilation and air conditioning
systems and other building mechanical systems; (iv) exterior portions of the Premises including
exterior walls, doors, overhead doors, windows, sidewalks, parking lot; and (v) any item of repair
or replacement which is considered capital improvements and/or are necessary to put or keep the
Premises in compliance with applicable federal, state and local laws, ordinances and regulations.
Contractor shall not be responsible for taxes or utilities attributable to the Premises.
Any area damaged by Contractor or its guests, invitees or licensees and which is repaired
by Contractor or not cleaned properly will be charged to Contractor and, if not paid or disputed
within thirty (30) days of receipt of an invoice, may be subtracted from the monthly Services
payment under the Town’s Waste Management Contract. Contractor will receive an additional
invoice for any cleaning or repairs performed by the Town as described above at a rate
determined by the Town’s current fee schedule then in effect, as well as other out-of-pocket costs
which may be incurred in connection with cleaning or repairs necessary due to Contractor or its
guests, invitees or licensees. Said invoices shall be paid within 30 days.  Prior to incurring costs
for which the Town will seek reimbursement from Contractor, Town shall provide Contractor
with written notice and a period of thirty (30) days to clean or repair (or commence repairs) to the
Premises caused by Contractor or its guests, invitees or licensees.
Except for substances used in connection with truck maintenance which shall be used and
stored in compliance with Applicable Law, Contractor further guarantees that it will not use or
allow the use of any substances on the Premises, including liquid, solid, semi-sold or gaseous
substances, which are, or during the Term of the Agreement may become, regulated under
Applicable Laws (collectively, “Regulated Substances”), unless the Town has been informed and
agreed to such use.  Further, except for Regulated Substances used in in connection with truck
maintenance which shall be used and stored in compliance with Applicable Laws, Contractor
shall not keep any Regulated Substances on the Premises. Regulated Substances include, but are
not limited to, any and all substances, materials or wastes regulated under the Resource
Conservation and Recovery Act, 42 U.S.C. § 6901, et. seq.; the Comprehensive Environmental
Response, Compensation and Liability Act, 42 U.S.C. § 9601, et. seq.; the Toxic Substances
Control Act, 15 U.S.C. § 2601, et. seq.; the Arizona Hazardous Waste Management Act, A.R.S. §
49-921, et. seq.; the Arizona Underground Storage Tank Regulation Act, A.R.S. § 49-1001, et.
seq.; and the rules and regulations adopted, and guidelines promulgated pursuant to the
Applicable Laws.
In addition to the other requirements of this section, Contractor shall not release,
discharge, leak or emit, or permit to be released, discharged, leaked or emitted into the
atmosphere, ground, soil, sewer system, surface water or groundwater any substance if such
substance (as reasonably determined by Town, or any governmental authority) does or may

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pollute or contaminate the same, or may adversely affect (a) the environment, (b) the health,
welfare or safety of persons whether located on the Premises or elsewhere, or (c) the condition,
value, use or enjoyment of the Premises or any other real or personal property. Contractor must
have or timely obtain, maintain, and comply with all provisions of all permits, licenses and other
authorizations which are required under the Applicable Laws (“Permits”).
Contractor shall immediately notify Town, orally and in writing, of any allegations by any
governmental authority or other person or entity of any event of non-compliance with the
Applicable Laws or Permits of this section occurring at the Premises.  Contractor shall also
immediately notify Town, orally and in writing, of any allegations by any governmental authority
or other person or entity, of any events, conditions, circumstances, activities, practices, incidents,
actions or plans that may interfere with or prevent continued compliance with Applicable Laws,
Permits or the provisions of this section, or which may give rise to any common law or legal
liability, or otherwise form the basis of any claim, action, suit, proceeding, hearing or
investigation, based on or related to the generation, manufacture, distribution, use, treatment,
storage, disposal, transport, or handling, or the emission, discharge, release or threatened release
into the environment at the Premises, of any pollutant, contaminant or Regulated Substance.
Town, or its authorized representative, agent, or contractor, shall have the right, upon
reasonable notice, to inspect the Premises and to review and copy documents, records, and data
maintained by Contractor relating to substances used and stored on the Premises or disposed of,
released, or otherwise removed from the Premises, in order to confirm that Contractor is in
compliance with the provisions of this Paragraph.
Town has the right, at its expense, to perform periodic environmental inspections as Town
deems necessary. Town shall use the services of qualified and licensed environmental engineers.
The engineers shall conduct sampling and testing of soils, water, substances, and emissions as
Town deems necessary to confirm that Contractor is in compliance with the provisions of this
Section. If the results of the inspection indicate a need for further testing and/or remediation due
to Contractor’s use of the Premises in order to comply with ADEQ or EPA remediation standards
or guidelines, then Contractor agrees to reimburse Town for its reasonable inspection costs and to
pay for such additional testing and remediation that is required if such testing or remediation is
required due to Contractor’s use of the Premises in a manner which is not in compliance with
Applicable Laws. Should remediation be required due to Contractor’s use of Premises in a
manner which is not in compliance with Applicable Laws, then Contractor must immediately
undertake the necessary remediation to restore Premises to compliance with Applicable Laws and
diligently complete the work. Failure to do so will be considered a material breach of this
Agreement, and Contractor’s obligations under this Paragraph shall continue beyond the
expiration or termination of this Agreement. Nothing in this Paragraph shall constitute a waiver of
any right of Contractor, including without limitation, the right to receive contribution from any
individual or entity responsible for contamination of any part of the Premises. Any instance of
non-compliance with Applicable Laws, Permits or the provisions of this Paragraph shall be
grounds for immediate termination of this Agreement by Town.
Section 4
TOWN RESPONSIBILITY. The Town agrees to make the Premises accessible
to Contractor during the Agreement. However, the Town reserves the right to cancel this
Agreement, at its sole discretion, in the event the Premises is required for municipal purposes,

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including but not limited to renovation, repair, remodeling, or repurposing of the Premises,
weather conditions or unsafe or unsanitary conditions that require termination of access in the
interest of public health and safety, in which case, Contractor may adjust its customer rates under
the Town’s Waste Management Contract to account for additional transportation costs incurred
by Contractor in performing services pursuant to the Town’s Waste Management Contract. In
such cases, the Town shall provide the Contractor with written notice of cancellation no less than
thirty (30) days in advance of the termination, unless in emergency circumstances, in which case
notice shall be provided as soon as reasonably possible. Except as described above, the Town
shall NOT be liable for any other direct, indirect, incidental, or consequential damages, including
but not limited to costs incurred by the Contractor for alternate arrangements, travel, or lost
revenue.
Section 5
CONTRACTOR RESPONSIBILITY. It is Contractor’s responsibility to create a
safe environment during the Agreement and supervise, manage, or otherwise ensure order on
Premises or taking other actions to ensure public health and safety at the Premises. Contractor
also agrees:
a.
Town shall be responsible for keeping lighting and wiring in good order and repair.
No lighting, wiring or scenery is to be changed by Contractor.
b. Town personnel are to have access to all facilities at all times during use.
c.
Contractor must return any keys immediately following the end of the Agreement. If
Contractor fails to do so, Contractor will be charged a replacement fee.
Contractor must promptly report any incidents or accidents to the Town that occur on the
Premises that cause any loss, injury, death or damage to persons or property and cooperate in any
subsequent investigations.
Section 6
SITE INSPECTIONS. The Town may conduct a pre-use site inspection before
the Agreement begins. The Town will also conduct a post-use site inspection no later than the
following morning after the Agreement ends.
Section 7
INDEMNIFICATION OF TOWN. The Contractor ( “Indemnifying Party”) shall
indemnify, hold harmless, and defend the Town, its officers, Town Council members, agents,
representatives, successors and assigns (collectively, “Indemnified Party”) from and against any
and all losses, damages, liabilities, claims, actions, judgments, settlements, interest, awards,
penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, that are
incurred by Indemnified Party (collectively, “Losses”), other than loss or injury to the extent
caused by the negligence or willful misconduct of Indemnified Party, arising out of or related to
any and all claims alleging:
a.
breach or non-fulfillment of any provision of this Agreement by Indemnifying Party;
b. any negligent or more culpable act or omission of Indemnifying Party, or its agents,
employees, subcontractors, representatives and vendors (including any intentional,
reckless, or willful misconduct) in connection with the performance of its obligations
under this Agreement;
c.
any bodily injury, death of any person, or damage to real or tangible personal property
caused by the negligent or more culpable acts or omissions of Indemnifying Party or

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its agents, employees, subcontractors, representatives and vendors (including any
intentional, reckless, or willful misconduct); or
d. any failure by Indemnifying Party to comply with any applicable federal, state or local
laws, regulations, or codes in the performance of its obligations under this Agreement.
Indemnified Party shall give notice to Indemnifying Party of any Losses on which
Indemnified Party intends to base a request for indemnification. Indemnified Party may select its
own legal counsel which shall be reasonably acceptable to the Indemnifying Party to represent its
interests, and Indemnifying Party shall reimburse Indemnified Party for its costs and reasonable
attorneys’ fees upon request as they are incurred and remain responsible to Indemnified Party for
any Losses indemnified.
The Parties affirm that the Town has made no representations to Contractor regarding the
condition of the Premises or fitness for any particular use. It is Contractor’s responsibility to
ensure that the Premises is suitable for its intended use.  By taking possession of the Premises,
Contractor accepts the Premises as being in good, sanitary order, condition, and repair, and
suitable for its intended use. The provisions of this Section shall survive termination of this
Agreement.
Section 8
COMPLIANCE. Contractor shall comply with all Town, County, State, and
Federal rules and regulations relating to use of the Premises.
Section 9
TERMINATION. This permission is exclusive to Contractor only during the
Term of the Agreement and Contractor shall have the privilege hereunder only in accordance with
this Agreement.  Contractor further agrees the Premises shall be clean and free of debris and
Town shall not be required to remove litter, waste, or trash caused by Contractor, and, if trash,
waste, or garbage is such that Town must clean up and collect same, Town shall be entitled to the
reasonable value of such services from the Contractor, which shall be subtracted from the
monthly Services payment under the Town’s Waste Management Contract.
If either party is prevented from performing the obligations created because of act of God
(defined as fire, flood, accident, riot, order of any authority, pandemic, or any other calamity), or
if by reason of strikes, lockouts, or any other cause beyond the control of either of the parties,
neither party shall be liable for any breach of the Agreement.
Section 10
INSURANCE. During the entire term of the Agreement, Contractor shall keep in
full force and effect a policy of public liability and property damage insurance with respect to the
premises and the businesses conducted by Contractor, in which the limits of public liability shall
not be less than $1,000,000 per person and $1,000,000 per occurrence, and in which the property
damage liability shall not be less than $1,000,000 per occurrence.  The policy shall name Town as
an additional insured and shall contain a clause that the insurance company will not cancel or
materially change the insurance without giving Town thirty (30) days prior written notice (or 10
days notice in the event of non-payment).  The insurance shall be in an insurance company
authorized to do business in the State of Arizona and a copy of the certificate of insurance shall be
delivered to Town.
Section 11
VERIFICATION OF COVERAGE. Contractor shall furnish the Town with a

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certificate of insurance of the liability insurance policy in order to verify contractual insurance
requirements are being satisfied. All certificates and endorsements are to be received and
approved by the Town prior to the start of the Term of Agreement. Contractor shall also provide
Town with written verification that it and its vendors/subcontractors are either a “self-insured
employer” or a “carrier insured employer” for workers’ compensation as required by A.R.S. § 23-
901 et seq., or that they employ no persons subject to the requirement for such coverage.
Section 12
ALTERATIONS AND ADDITIONS. Contractor shall not make any structural,
or interior/exterior alterations and additions to the Premises without prior written consent from the
Town.  Contractor shall provide to the Town, in writing, any changes that need to be addressed in
the Premises prior to use.  Any such modification, improvements, changes shall be approved if
deemed appropriate by the Town and constructed to Town’s standards.  Such improvements shall
be the Contractor’s financial responsibility and will become the property of the Town after
installation. Contractor shall request approval from Town for any such alterations, additions, or
changes and the Contractor SHALL NOT MAKE ANY STRUCTURAL,
EXTERIOR/INTERIOR ALTERATIONS AND ADDITIONS WITHOUT THE EXPRESS
WRITTEN CONSENT OF THE TOWN.
If Contractor desires to make temporary alterations or additions to the Premises,
Contractor shall comply with the terms and conditions of Exhibit A, which sets forth both the
procedures and requirements for such changes, as well as the specific temporary alterations and
additions permitted under this Agreement.
Section 13
DEFAULT. Each agreement of Contractor herein contained is material and of the
essence of this agreement, and if Contractor shall default or permit a breach in whole or in part of
any covenant, agreement or stipulation hereof to be kept by it, Town may give Contractor notice
of such breach and default and Contractor shall have thirty (30) days after the notice within which
to cure or rectify such breach or default (or if the breach or default is of such a nature that it is
cannot practically be cured within a thirty (30) day period, Contractor shall be in default if it does
not commence to cure the breach within thirty (30) days and proceed with due diligence to cure
such default), then it shall be lawful for Town, without further notice, to declare this Agreement
terminated and demand possession of the premises from the Contractor, without prejudice or any
claim for damages or breach of contract. If Contractor shall default or permit a breach in whole or
in part of any covenant, agreement, or stipulation hereof to be kept by it, Town shall deny future
contracts with said business, organization, or person.
Section 14
IMMIGRATION LAW WARRANTY. As required by A.R.S. § 41-4401,
Contractor hereby warrants its compliance with all federal immigration laws and regulations that
relate to its employees and A.R.S. § 23-214(A).
Section 15
CONTROLLING LAW. This Agreement is to be governed by the laws of the
County of Maricopa, State of Arizona.
Section 16
CANCELLATION. This Agreement is subject to cancellation pursuant to A.R.S.
§ 38-511.
Section 17        ASSIGNABILITY. The Contractor shall not assign any interest in this

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Agreement and shall not transfer any interest in the same without the prior written consent of the
Town.
Section 18
ELECTRONIC SIGNATURE.  This Agreement may be executed by
electronic means (such as Docusign) with the same force and effect as an original signed
document.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date last
written below:
TOWN
CONTRACTOR
Waste Management of Arizona, Inc.
By_____________________________
By________________________________
Troy Smith, Town Manager
Its: James A. Wilson, Vice President
Date___________________________
Date_______________________________
ATTEST:
___________________________
Amy Brown, Town Clerk
APPROVED AS TO FORM:
____________________________
Trish Stuhan, Town Attorney
Pierce Coleman PLLC

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EXHIBIT A
PERMITTED TEMPORARY ALTERATIONS & ADDITIONS
The purpose of this Exhibit is to establish the terms and conditions regarding the installation
and removal of temporary alterations or additions, or other temporary structures or equipment
on the designated Town-owned Premises during Contractor’s permitted use period, as
described in the Agreement.
Installation must be completed in a manner that avoids damage to the premises. If damage
occurs, Contractor shall promptly repair any damage caused by the installation, presence, or
removal of the temporary alterations or additions. Contractor shall be solely responsible for the
installation, maintenance, and removal of all temporary alterations or additions. All temporary
alterations or additions must be securely installed to ensure public safety and must be
maintained in good condition throughout the period of use.
The Town reserves the right to require removal of any temporary alterations or additions with
at least forty-eight (48) hours’ written notice. Contractor shall remove the temporary alterations
or additions within the required time and shall restore the premises to their original condition.
At the end of the use period, Contractor shall remove all temporary alterations or additions.
Failure to do so may result in removal by the Town at the Contractor’s expense.
Specifically, the Town grants permission to Contractor to install the following temporary
alterations or additions:
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
____________________________________________________________________________
Any additions or revisions to this Exhibit must be documented and approved by both parties in
writing and attached to the Agreement. Contractor assumes all liability for any injury or
damage resulting from the installation, presence, or removal of temporary alterations or
additions.